-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sm7x4NRRvFUer0N6LfJ49UQNUEShXopBWCy3ljfg/xPfklXjnvDDxoeAAYqh2vYp k0/olqEfB5Fw/+Y1o8E/XQ== 0000946275-99-000246.txt : 19990419 0000946275-99-000246.hdr.sgml : 19990419 ACCESSION NUMBER: 0000946275-99-000246 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC CENTRAL INDEX KEY: 0000769207 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251705405 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45289 FILM NUMBER: 99595915 BUSINESS ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123673300 MAIL ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINDISCH WILLIAM L CENTRAL INDEX KEY: 0001084368 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123673300 MAIL ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________) FIDELITY BANCORP, INC. ---------------------- (Name of Issuer) Common Stock $0.01 Par Value Per Share -------------------------------------- (Title of Class of Securities) 315831 10 7 ----------- (CUSIP Number) Samuel J. Malizia, Esquire Malizia, Spidi, Sloane & Fisch, P.C. 1301 K Street, N.W., Suite 700 East Washington, D.C. 20005 (202) 434-4660 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 1997 --------------- (Date of event which requires filing of this Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages.) (Page 1 of 7 pages)
- ---------------------------------------------------- -------------------------------------------- CUSIP No. 13D Page 2 of 7 Pages - ---------------------------------------------------- -------------------------------------------- - ----------------------- ------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William L. Windisch - ----------------------- ------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] N/A - ----------------------- ------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------- ------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ----------------------- ------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] N/A - ----------------------- ------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------- ------------- ----------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 42,333 Shares SHARES ------------- ----------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 65,151 Shares EACH ------------- ----------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 42,333 Shares ------------- ----------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 65,151 Shares - ----------------------- ------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,484 Shares - ----------------------- ------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - ----------------------- ------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.36% (based on 1,980,590 outstanding shares) - ----------------------- ------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------------------- -------------------------------------------------------------------------------------------------
Item 1. Security and Issuer - ---------------------------- The class of equity securities to which this Statement relates is the common stock, $0.01 par value per share (the "Common Stock"), of Fidelity Bancorp, Inc. (the "Issuer"), the executive office of which is located at 1009 Perry Highway, Pittsburgh, Pennsylvania, 15237. Item 2. Identity and Background - -------------------------------- (a) Name: William L. Windisch (b) Residence or Business Address: 1009 Perry Highway, Pittsburgh, Pennsylvania, 15237. (c) Present Principal Occupation or Employment: President and Chief Executive Officer of Fidelity Bancorp, Inc., 1009 Perry Highway, Pittsburgh, Pennsylvania, 15237. (d) None. (e) None. (f) Citizenship: United States Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- The purchase of the Common Stock was made with the personal funds of Mr. Windisch. Mr. Windisch received 26,304 shares which may be acquired pursuant to the exercise of options which were granted pursuant to compensation plans of the Issuer. Item 4. Purpose of Transaction - ------------------------------- All of the shares reported on this Schedule 13D as beneficially owned by Mr. Windisch were acquired for investment. Mr. Windisch may, from time to time, depending upon market conditions and other investment considerations, purchase additional securities of the Issuer for investment or dispose of securities of the Issuer. As a director and an executive officer of the Issuer, Mr. Windisch, from time to time, explores and is presented with potential actions and transactions which may be advantageous to the Issuer and its stockholders, including possible mergers, acquisitions and other business combinations. Other than as discussed above and in the performance of his duties as a director and an executive officer of the Issuer, Mr. Windisch has no current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any persons; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; -4- (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer - --------------------------------------------- (a) The reporting person beneficially owns 107,484 shares of the Issuer as of the date of this statement, representing 5.36% of the issued and outstanding shares. This includes 16,029 shares of the Common Stock held in the ESOP which have been allocated to Mr. Windisch's account and 26,304 shares which may be acquired by Mr. Windisch within 60 days pursuant to exercise of stock options. This does not include 8,075 shares held by the ESOP which have not been allocated to participants' accounts, which shares are voted by the trustee of the ESOP in accordance with instructions from Mr. Windisch in his capacity as the Plan Administrator of the ESOP. (b) Mr. Windisch exercises sole voting and dispositive power over 42,333 shares. The total of 107,484 shares owned directly and beneficially by Mr. Windisch also includes 42,994 shares of Common Stock owned jointly with Mr. Windisch's wife, 20,748 shares owned solely by Mr. Windisch's wife, and 1,409 shares held by his daughter who resides with him. (c) No transactions in the class of securities being reporting on have been effected during the past sixty days. (d) No other person has any interest in the securities reported on pursuant to his Schedule 13D. -5- (e) Not applicable. Item 6. Contracts, Arrangements, Understanding, or Relationships With Respect to Securities of the Issuer - -------------------------------------------------------------------------------- There are no contracts, arrangements, understandings, or relationships between the undersigned and any other person with respect to the issuer's securities, including but not limited to the transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise. Item 7. Material to be Filed as Exhibits - ----------------------------------------- Not applicable. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 26, 1999 /s/ WILLIAM L. WINDISCH -------------------------------- William L. 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